


Wasted Opportunities

by BrokenBookAddict



Category: Agents of S.H.I.E.L.D. (TV)
Genre: Best Friends, Developing Relationship, F/M, Feelings, Fluff, Friends to Lovers, Friendship, Idiots in Love, Light Angst, Love, Love Confessions, Masturbation, Masturbation in Shower, Motel Rooms, Mutual Masturbation, One Shot, Philinda - Freeform, Prompt Fill, Romance, Sex, Sexual Content, Smut, Stranded, Unresolved Sexual Tension, partners
Language: English
Status: Completed
Published: 2019-12-15
Updated: 2019-12-15
Packaged: 2021-02-25 05:01:40
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,643
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21810490
Author URL: https://archiveofourown.org/users/BrokenBookAddict/pseuds/BrokenBookAddict
Summary: Time, where before had been wasted with missed opportunities, now will be filled with making the most of them...May stumbles upon a scene that will change everything.
Relationships: Phil Coulson/Melinda May
Comments: 18
Kudos: 121





	Wasted Opportunities

**Author's Note:**

  * For [PhilCoulsonLover](https://archiveofourown.org/users/PhilCoulsonLover/gifts).



> I obviously do not own Marvels agents of shield. 
> 
> This is a fic prompted by the lovely PhilCoulsonLover here on a03....

As May strides away in a huff from the front desk, Coulson picks up the key card while looking back at the man before him who's now steadily ignoring his presence. Clearly now that the transaction of booking the room has been completed and paid for, the man has no interest in corresponding any further. 

"Thanks," Coulson mutters, more to himself as he turns away to follow after May. 

When he catches up to her, she's leaning against the wall beside the door marked 7a, a frown plastered firmly across her face. Clearly she's still pissed which he more than understands. Today has been one hell of a day. They'd lost track of their suspect early on, been shot at multiple times, found their suspect only to lose him again, been reprimanded by Mace for taking unnecessary risks, then to top it off their shield SUV had broken down, leaving them stranded after Mace directed them to stay put and begin afresh in the morning. 

So here they are as Coulson pushes open the door to room 7a, their home for the night. He motions for May to proceed him into the motel room before stepping inside himself, shutting the door softly behind him. He stops and looks around. It's not the worst place he's ever stayed but it's not definitely not the nicest either. But it'll do it's job though in serving it's purpose. 

He glances toward May then moves to the bed closest to the wall, leaving the one nearest the door for her. After all these years of being best friends and partners, he understands her needs when it comes to bedding down. 

He drops his bag onto the single bed, then drops himself down beside it with a sigh. He feels tired, both emotionally and physically but underlining that is a certain tension that is all too familiar and it's all thanks to this woman. Earlier when they'd been shot at, he had drived towards her taking her to ground where he'd landed on top of her behind a low wall. Despite the circumstances, there'd been a pause in response not just from him who had been more focused upon the feel of her beneath him but also by May. She'd froze, her gaze locked onto his until the screeching of tires had broken the moment and that was it. Back to normal... or as normal for them as normal can be. After that they'd fallen easily back into their roles but the moment for him had lingered on for the rest of the day. 

It still lingers now. 

He knows what is needed if he has any hope of getting some sleep tonight. 

Opening his bag, he rummages inside to find what he needs. He glances at the only other door which clearly leads to the bathroom. 

"Do you want to shower first?" He asks quietly and politely to the woman stood in the center of the room, seeming to study every possible nook and surface. 

May shakes her head. "No, you go ahead. I'm going to find us some food." 

"Okay." Relief floods through him which is closely followed by shame but then it's better this way. At least she won't be here. "Anything you want or can find is fine with me." 

Coulson extends his hand, offering over the room key. 

May gives a short hum of agreement, taking the card from him with a brush of fingers. Without another word, she heads for the door and then she's gone, leaving him alone. 

Standing beside the bed that is his for the night for a moment, he stares at the door as if making sure she isn't about to return. When it's obvious she isn't going to come bursting back into the motel room, he makes a beeline for the bathroom. Stepping inside, he isn't at all surprised to find it exactly how he expected it to be, it's dingy and everything this motel stands for but as before, he's endured far worse. 

Walking towards the not so inviting shower, he reaches in and turns on the water before turning his attention towards the sink. As the water warms, he studies himself in the round mirror, running his fingers along his jaw where he feels the slight roughness of day old stubble and decides against shaving now or in the morning, indulging instead in a spot of laziness. Turning away from his reflection he strips off his clothes, folding them to rest upon the counter. Stepping into the shower, the warm water feels heavenly as it beats down upon his skin, steam rising to surround him as he leans his left hand against the wall. 

He closes his eyes, hangs his head enjoying the warmth. For the next ten minutes or so, Coulson washes away the dirt and sweat of today's events. Once that is complete, with the feeling of shame still lingering near the surface, he indulges himself. His mind wanders away and without prompt returns to earlier. To the memory of her beneath him. He wastes no time calling upon the image of her gazing up at him as his right hand wraps around his half hard length. He breathes slowly, moving his hand to match. He focuses upon the look he'd seen in her eyes, the fire that simmered bright for mere moments before they were interrupted and it disappeared behind her defences. He slides from one memory to another, remembering her, from years ago when they had to play married for a mission where she had strolled around wearing his discarded sweater as she played her part, almost to well. The sight of the sweater brushing the top of her bare thighs, hiding that treasured place between them where he has always desired to be has his hand moving quicker. 

"Melinda..." he groans tightly without thought, lost completely in the memories of her as he touches himself. Though as he does, lost as he is in his imagination and memories, in his pleasure, he's unaware that he's no longer alone in the bathroom.

Minutes earlier, having returned from her search of gathering them some food after a long day of not having much chance to do exactly that, May stepped inside the motel room, shutting and bolting the door securely behind her. Greeting her had been the sound of the shower. At first she hadn't spared much thought because he'd offered her first dibs before she'd left so she'd known the chances of her returning to a scene exactly like this would be highly likely. What she hadn't taken into consideration was the possibility of being confronted with a scene, a scene where a low yet clear groan of her name reaches her ears coming from the bathroom. 

At first instinct kicked in and immediately she thought he was hurt. Abandoning the Chinese takeout on the table across from the door, she'd headed for the bathroom only to stop short at the scene currently taking place.

The scene that greeted her has her rendered in place, caught up in the sight before her but it's the sound of her name that has her reacting. Heat floods her body, she can't even begin to deny her reaction. It's instant and it's not a surprise. For such a very long time, ever since the academy, she'd known it was, _is_ , him. He's been her best friend and partner throughout everything, through everything up and down and of course they'd broached the subject of becoming more but there was always something stopping them. Her own fear had been one of them. She'd been scared of ruining what they had, of losing his friendship by trying to become more even though she wanted it. So scared by her feelings, she took a step back and met Andrew. After that, there had been Audrey, then he died, then they were on the bus and then... and then... and then... there was always something until recently. Since he'd stepped down as director and Mace had taken over, things had changed between them and they'd grown closer. It finally feels right, to take a step forward instead of going back. 

Stepping back out of the door, she leans back against the wall listening to him as he touches himself. It's an invasion of privacy but he hadn't closed the door, besides that, he said _her name_. That trumps everything. 

"Melinda." 

There it is again. 

She releases a shaky breath and steps back into the bathroom. 

"Yes, Phil?" 

Coulson slows down his movements, easing off as he senses his release growing ever closer. He almost jumps out of his skin when a voice is heard from behind him. His hand immediately stops moving, his entire body tenses as he looks over and meets her eyes. Dread fills every fibre of his being, an expression of guilt clouds his features as though he's been caught doing something he shouldn't. Which he has. _Fuck_. He's more than a little out of breath when he says, "you're back... how long have you been back?" He's beyond mortified as he stares at her. 

His best friend, his partner and right hand, has just caught him masturbating while thinking of her. 

He wants the ground to open up and swallow him whole. Unfortunately he's never been that lucky. 

May knows the difference between how long has she been back and how long has she been standing there. But she chooses not to answer his question, instead she gives a bold and rather daring direction of her own. "Keep going."

Coulson visibly falters, thinking he's misheard her. "What?"

"Keep going," she instructs gently but surely, her eyes on where his hand is still wrapped around his cock. Dragging her eyes up away from there, her gaze meets his darkened azure. 

"Melinda, I--" he tries to offer some kind of explanation for the scene she's walked into but with a simple shake of the head from her, his words halt. 

"Keep going." Her eyes as well as his words are almost challenging him, do you dare and yes, he does because he slowly starts to move his hand again.

It's an intoxicating sight, Phil naked, water falling down upon him as he touches himself. She can feel herself growing warmer and wetter as every second ticks by. It's in those moments as she observes the scene before her, that she decides not to stay on the sidelines so to speak but to instead get in on the action. 

Without meaning to, she slowly puts on a show of undressing. Her shirt is first to go as she drags it up over her head before fingers are slow to lower the zipper at her jeans, dragging it down before peeling away the material until they pool at her feet. 

His eyes rake over her, from the black lace of her underwear to her toned legs that seem to go on forever despite her small stature. He watches almost in a daze as she kicks aside her jeans, reaching behind her to unsnap her bra. It seems to take forever for the material to fall away leaving her breasts bare and exposed to his hungry and wanting gaze. "Melinda..." her name this time is almost a choked desperate whine, begging undertones screaming loud and clear that he wants more, needs more. 

After so many years of wanting this, of dreaming and fantasising about her. 

She steps away from the sink, taking one step then another closer to the shower. She reaches out and trails her fingers down his chest, stopping briefly to brush tenderly over his scar then going further and further down until her fingers rest upon his happy trail. She watches as his hand almost lazily moves, up and down, thumb brushing over the head every so often. When her eyes once more lift to his, she can't say she's surprised by the raw need she finds there, his pupils blown as he stares back at her. Lowering the last scrap of material that covers her, May drops the black panties to the floor before returning her hand to his chest. 

About to push him back to make some room, it's her turn to falter though when he shakes his head. 

May is about to retreat, both from the bathroom and into herself thinking she's made a vast mistake in judging the situation when his left hand encloses around her wrist where it rests upon his stomach, holding her in place. 

He shakes his head again. "Not here," he manages to say before explaining more fully. "The water has gone cold." 

Relief floods her and she takes a step back as he shuts the water off. 

When he steps out, he doesn't bother to dry completely off because they've wasted enough time, he's not going to waste anymore now that he has this opportunity to finally be with her. 

The air intensifies, tension decades old makes itself known as it settles between them. There's a moment where they stare at each other before Coulson makes the move. He steps towards her, backing her up out of the room. He doesn't touch her until the backs of her legs touch her bed. When he reaches out to touch her face, he's surprised to find his hands are shaking. 

May notices and understands. 

He closes the gap to cup her face, fingers gentle against her jaw. He doesn't hesitate to kiss her, his mouth meeting hers effortlessly easy. The kiss that follows is slow, thorough and deliberate as if he's committing every single detail of it to memory. 

With gentle direction from his hands, her head tilts just so as his lips part and his tongue traces along her lower lip, asking rather than demanding entrance into her mouth. They've kissed before of course, dozens of times while playing roles on various missions but despite the feelings bubbling under the surface, they had kept things clean and detached. That hadn't stopped either from fondly recalling the occasions though. Except this is different. The fire that has been simmering beneath the surface for the last thirt years ignites and surrounds them. They kiss, soon it turns from delicate to demanding, wanting more now that they have it. 

Lifting her hand, May takes his hand away from her face and guides it down between their bodies but she doesn't guide his hand to that treasured place he's been wanting to discover, no. Instead she directs his hand back to his cock then breaks the kiss, opening her eyes to look at him. He stares back at her with a need that is almost frightening in it's intensity. 

"Touch yourself." 

Coulson stares back at her, his fingers having automatically wrapped themselves back around his hot, hard flesh at her direction. As he watches her kneel up onto the bed in front of him, he thinks to himself this isn't how he imagined this to go. But any words of protest that he can even attempt to make, evaporates by what she does next. 

They stay in their respective positions for the moment just looking at one another in the low light and despite her instruction to touch himself, Coulson's movements haven't restarted. Keeping his gaze captive May takes the lead as her own hands start to wander. Slowly as first, her left hand starts on her stomach moving up to run along the underside of her breasts before cupping her right. Her hand squeezes softly, fingers moving to tease her nipple but it's her right hand that draws away his attention, sliding over her stomach and lower until it's between her thighs.

Coulson groans deeply, the sound almost dragging itself from his throat as her right hand moves over her sex. He barely allows himself to blink as he watches her touch herself, not wanting to miss a moment. This is definitely not how he imagined it but that's good, this is good because the scene before him is so hot and enticing. Her bold actions are all the encouragement he needs for his own hand to resume the languid strokes as his captive eyes watch as she parts her folds, fingertips moving with purpose when they find her clit. Circling the sensitive bud, applying sweet pressure before she drops to slide one then two fingers inside of herself. 

The shuddering breath that escapes her is almost his undoing. 

He takes a step forward then braces himself, his shaky legs feel like jello but he stands his ground as best he can while closing the distance to press his lips to hers. Their mouths move in rhythm with their hands movements, it's slow but incredibly sensual. When he pulls away, he bites her lip almost playfully. Feeling himself grow too close and not wanting his release to come this way, he removes his hand away from himself only to then set it over hers between her legs.

"Stop," he tells her, his voice low and rough. 

Melinda does, looking up at him expectantly of what's to come. 

"I-- I need you." 

The desperation, the want in those words are almost her undoing. As well as hearing it, she can see it in his eyes. His eyes so dark, pupils blown as he stares at her. It's intense but also powerful because she's the reason. It's because of her and it's been a very long time since someone has wanted her, just for her. Not Agent May or the Cavalry but for _Melinda_. 

"Move further onto the bed then turn around." 

May nods her head, using her free hand to push strands of hair away from her face. As she turns away like he asked, she removes her hand from between her thighs. She knows what's about to happen and can't wait. Her impatience rises with every passing second. This has been such a long time coming, years of denying feelings, ignoring attraction and desire but that all ceases to exist in this moment. Because they're here now. 

Behind her she feels the bed dip as he follows her. 

Coulson settles behind her. "Do we need protection?" He asks quietly, ghosting his fingertips down her spine. 

May shakes her head, thankful that at least one of them hasn't lost their head regarding responsibility. "Phil--"

His name falling from her lips that way, tells him all he needs to know.

With his free hand he nudges her legs a little wider apart before lining himself up. Slowly he sinks inside her velvet heat, her body arching back into him at the sudden but welcome intrusion. He pauses long enough to ask her if she's alright, when the affirmative is given, he starts to move. He almost does lose his head at the feel of her around him; hot, wet and tight. It's everything and more than he ever thought it could be, feeling her this way. 

Fingers curl into the cheap motel sheets, eyes squeezed closed as she moves back to meet him. It's a few more moments of this position before she needs more. Reaching behind her, she finds his thigh and he pauses. 

"Okay?" 

She pushes herself up until her back rests against his chest. She reaches up, her fingers curl into his damp hair. She nods in answer to his question. "Better now." When he drops his head to her shoulder, she kisses his cheek softly. "Move Phil."

She feels secure in his embrace, with him at her back, wrapped in his arms. 

He does as she commands, at first it picks up where they paused, rocking together slowly to enjoy the newfound connection between them but then... the need for more changes everything. The fire is stoked and it burns brighter. Unlike the earlier foreplay and beginning of their lovemaking, this is not slow, soft and steady. No, there's none of that now. Instead he moves with a purpose, hard, fast and deep. His hips snap into hers forcefully. This is fucking in it's purest form and it's made all the more better by the feelings shared between them. It's raw and needy, desperate even. Years of sexual frustration hits boiling point. His mouth presses against her shoulder, teeth biting down to hit the right side of pain, before his tongue rushes along after to sooth over. 

In the dim light of this dingy motel, the sounds of grunts, groans and whimpers fill the air. Time falls away, nothing else matters. 

His right arm wraps around her, fingers turning her head to him. The kiss is somewhat awkward from this angle but they make do and it's no less enjoyable because of it. The fingers that were at her jaw are now at her breast, as the other slides between her thighs to find her clit. 

"Oh God Phil...." she pants against his mouth, moving back against him. "I need--"

"Melinda," comes his answering growl with a particularly harsh snap of his hips that has her choking out a silent scream with the force. Giving her exactly what she needs. "Melinda..." her name is a desperate plea as he searches out his own release as well as trying to give her hers.

"Fuck, _fuck_. I'm--" her next words falter as she cries out, her orgasm crashing into her so forcefully she nearly blacks out as she crashes over the edge.

It's a sight to behold watching the great Melinda May falling apart in his arms, with the pleasure he's given her. It's more than a little intoxicating how she's allowing herself and him the trust to really let go, to allow her defences to drop. The sight and the sound of her falling apart and the feel of her tightening around him, her inner muscles squeezing his length concludes his longed for search. Her name mingles with his groan of completion as he comes apart himself. 

He buries his face in the crook of her neck, feeling her fingers tighten in his short damp hair as her inner muscles squeeze around him like a vice milking him dry. Another groan escapes only to be muffled by her skin. 

It takes a few moments in the aftermath for them to gather their bearings enough before he finally manages to pull out of her heat allowing her to turn in his arms. Resting on their knees before each other, May kisses him softly not even breaking the connection when they fall to the sheets still embraced. 

Pulling away, he shifts onto his side, propping himself up on one hand, staring down into her hazel gaze. "Hi," he says softly, breaking the quiet.

May smiles at his greeting. "Hi yourself."

He returns her smile with one of his own, the one she likes to think he reserves just for her. She recognises it from the times where a moment between them occurred, where if she were braver she could have had this a long time ago. 

His fingers trail over her face lovingly before he leans in to kiss her. He delights when she sighs into it before he pulls away, breaking the kiss to speak but staying close enough that his lips graze her own as he murmurs, "I wasn't expecting you back so soon."

"Clearly," May quips playfully, kissing him this time not waiting for him to be the one to set things back in motion.

The kiss lingers, they continue to trade soft kisses. It seems now that they've started they can't stop. When they finally do manage to pull apart, they lie side by side staring at one another, their legs a tangled mess within the sheets. 

Enjoying the silence that has lapsed over the dingy motel room, Coulson's eyes trace every inch of her beautiful face. 

She watches him watch her, acutely feeling the weight of his gaze. "What?" 

"Nothing," he whispers, shaking his head on the pillow then admits to what he was thinking. "We didn't open the haig." 

May hums low in understanding. "Maybe that's a good thing." 

"You think so?" 

May gives him a look that he knows all to well. "How long have we had that bottle? How many bad missions have we had?"

Coulson sighs because he can see her point. "Too long and too many. You're right." 

"I usually am." 

He huffs in exasperation. "Yeah, you are." It's something he's always found extremely annoying, especially when he was director. 

With gentle fingers, May reaches out to rest tentative fingers over his scar, tracing the length with a gentle caress. A frown settles onto her face the longer she looks at the evidence of the grave injury that had taken this man, her best friend away from her briefly. His hand covering hers makes her look up. 

"Why did we wait so long, Phil?" 

"I don't know," he says with an air of defeat surrounding the words. There always seemed to be something in the way ranging from Andrew and their work to Bahrain and Audrey then of course there was his death. 

"We've wasted so much time." 

He cups her face, his thumb brushing over her lower lip. "We have," he acknowledges, "but we won't waste anymore." He leans in to kiss her, his lips ghosting across hers. "Starting right now." He moves then, pressing her until her back rests against the cheap sheets beneath her. He hovers above her briefly then drops his lips to her collarbone, to the valley of her breasts. 

"What's the rush?" 

"No rush," he murmurs around her nipple. "Just a lot of time to make up for." 

She concedes his point. Thirty years is a lot of time to make up for. 

But he soliders on like the good solider he is. Slowly he moves down her body, this time taking the opportunity to seek and discover every single inch of her. He goes in search of the spots that make her moan or the spots like above her hip bone that makes her whimper. He discovers she's ticklish behind her knee when she squirms away from him, which he uses to tease her until she threatens to kick him. 

Through the lighthearted moment within the passion they share, he realises something just as he's about to bury his face between her thighs. 

Coulson looks up at her, playfulness gone to be replaced with certainty. "You-- you know, right?" He questions barely above a whisper, before elaborating just what he means. "That I love you." 

His words pack such a heavy punch they take her breath away. A part of her, the part that still struggles with everything she's done throughout her life screams back that she doesn't deserve this, that she doesn't deserve him. But the great thing is, that this man makes you believe, he makes everything clear amongst the fog clouding her. He helps to keep the demons away, even if he doesn't know it. 

May shakily nods. "I know and I love you too." 

Poor Coulson blinks back at her, overwhelmed with hearing those words from her after so long of longing for it. He can't keep the dopey grin off his face. 

May rolls her eyes. "You mentioned something about making up for lost time?" 

His eyes sparkle with happiness and mischief. "I did, didn't I?" And before she can formulate a reply he buries his face between her thighs. 

Time, where before had been wasted with missed opportunities, now will be filled with making the most of them. Now that this first step has been taken in their relationship, they both look forward to what comes next. 

But four days later, May is taken by Radcliffe and replaced. In the days that follow, Phil fights to get the woman he loves back. 

As with all things, nothing in their life, either in work or love, ever comes easy. 

The end. 

**Author's Note:**

> Thank you all for reading
> 
> ❤


End file.
